Client Services Agreement Terms and Conditions - ASB Securities
Client Services Agreement Terms and Conditions - ASB Securities
Client Services Agreement Terms and Conditions - ASB Securities
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<strong>ASB</strong> <strong>Securities</strong><br />
Investment Broker Disclosure Statement - 15 November 2011<br />
Disclosures by <strong>ASB</strong> <strong>Securities</strong> Limited (<strong>ASB</strong> <strong>Securities</strong>),<br />
<strong>ASB</strong> Nominees Limited (<strong>ASB</strong> Nominees) <strong>and</strong> Commonwealth <strong>Securities</strong><br />
Limited (CommSec).<br />
<strong>ASB</strong> <strong>Securities</strong> Limited/<strong>ASB</strong> Nominees Limited<br />
North Wharf<br />
12 Jellicoe Street<br />
Auckl<strong>and</strong> 1010 New Zeal<strong>and</strong><br />
Phone: 0800 <strong>ASB</strong> SEC (0800 272 732)<br />
Commonwealth <strong>Securities</strong> Limited<br />
Locked Bag 22<br />
Australia Square<br />
NSW Australia 1215<br />
Phone:+61 1300 88 99 22<br />
Disclosure of Money <strong>and</strong> Property H<strong>and</strong>ling<br />
Procedure<br />
Introduction<br />
A reference to the “<strong>ASB</strong> <strong>Securities</strong> <strong>Conditions</strong>” means the <strong>ASB</strong> <strong>Securities</strong><br />
<strong>Client</strong> <strong>Services</strong> <strong>Agreement</strong> <strong>Terms</strong> <strong>and</strong> <strong>Conditions</strong> <strong>and</strong> a reference to the<br />
“CommSec <strong>Conditions</strong>” means the CommSec <strong>Terms</strong> <strong>and</strong> <strong>Conditions</strong>, each<br />
as attached hereto.<br />
A reference to “Title Document” includes scrip, certificates, registry<br />
statement or other documents evidencing the ownership of shares,<br />
debenture stock, bonds, notes, interests in unit trusts <strong>and</strong> other <strong>Securities</strong>.<br />
Defined terms used in these disclosures shall have the meaning given to<br />
them in the <strong>ASB</strong> <strong>Securities</strong> <strong>Conditions</strong>.<br />
Payment of money<br />
(a) All “buy” contracts are to be settled by you in cleared funds as<br />
required pursuant to the <strong>ASB</strong> <strong>Securities</strong> <strong>Conditions</strong> or the CommSec<br />
<strong>Conditions</strong>, as applicable, <strong>and</strong> as set out in this disclosure pursuant<br />
to Section 41I of the <strong>Securities</strong> Markets Act 1988 (“Act”). All “sell”<br />
contracts are settled by the provision of clear title to the <strong>Securities</strong> as<br />
required pursuant to the <strong>ASB</strong> <strong>Securities</strong> <strong>Conditions</strong> or the CommSec<br />
<strong>Conditions</strong>, as applicable, <strong>and</strong> as set out in this disclosure pursuant to<br />
Section 41I of the Act.<br />
(b) Settlement of “buy” contracts can be made by cheque, by direct<br />
credit to the <strong>ASB</strong> <strong>Securities</strong>’ client funds account or by automatic<br />
direct debit from your CMA by <strong>ASB</strong> <strong>Securities</strong> or another account,<br />
as instructed by you to <strong>ASB</strong> <strong>Securities</strong> in the Registration Form. On<br />
receipt, all cheques are crossed “Not transferable” <strong>and</strong> “Account Payee<br />
Only” <strong>and</strong> are banked into the <strong>ASB</strong> <strong>Securities</strong>’ client funds account.<br />
(c) The proceeds of “sell” contracts will be settled by <strong>ASB</strong> <strong>Securities</strong> by<br />
means of cheque or automatic direct credit into your CMA or other<br />
nominated account/s as instructed by you to <strong>ASB</strong> <strong>Securities</strong>.<br />
(d) If a “buy” or “sell” contract is entered into by you in respect of a<br />
CHESS holding in accordance with the CommSec <strong>Conditions</strong>, <strong>ASB</strong><br />
<strong>Securities</strong> will follow the same process for the “Payment of Money”<br />
as set out in paragraphs (a), (b) <strong>and</strong> (c) above, except that <strong>ASB</strong><br />
<strong>Securities</strong> will take the additional step of placing the “buy” or “sell”<br />
instruction that <strong>ASB</strong> <strong>Securities</strong> has received from you with CommSec<br />
in accordance with the CommSec <strong>Conditions</strong>. <strong>ASB</strong> <strong>Securities</strong> will settle<br />
“buy” contracts entered into by you in respect of CHESS holdings with<br />
CommSec from the <strong>ASB</strong> <strong>Securities</strong>’ client funds account. The proceeds<br />
of “sell” contracts entered into by you in respect of CHESS holdings<br />
will be paid into the <strong>ASB</strong> <strong>Securities</strong>’ client funds account by CommSec.<br />
Holding of Money<br />
(a) <strong>ASB</strong> <strong>Securities</strong> is a NZX Trading <strong>and</strong> Advising Firm, Clearing<br />
Participant <strong>and</strong> Depository Participant. <strong>ASB</strong> <strong>Securities</strong> is required to<br />
meet the capital adequacy regulations laid down by the NZX in the<br />
Participant Rules <strong>and</strong> C&S Rules. Compliance with the NZX regulations<br />
is internally monitored on a daily basis. The CHO also monitors<br />
compliance on a daily basis.<br />
(b) All money will be held on trust until it is disbursed or distributed in<br />
accordance with your instructions (including all money to be disbursed<br />
or distributed in respect of your CHESS holding). <strong>ASB</strong> <strong>Securities</strong> is<br />
entitled to immediately withdraw any monies owed to <strong>ASB</strong> <strong>Securities</strong><br />
or CommSec, as the case may be, by you for services <strong>ASB</strong> <strong>Securities</strong><br />
or CommSec, as the case may be, have provided including brokerage<br />
<strong>and</strong> monies owed to CommSec in respect of your CHESS holding.<br />
Neither <strong>ASB</strong> <strong>Securities</strong> nor CommSec will be able to use your money<br />
to finance any trading or other business of the company.<br />
Holding property<br />
Once “buy” contracts have been settled, the <strong>Securities</strong> will be registered<br />
in your name. When you request either <strong>ASB</strong> <strong>Securities</strong> or CommSec to<br />
sell <strong>Securities</strong> which are traded, <strong>ASB</strong> <strong>Securities</strong> will initially transfer those<br />
<strong>Securities</strong> into:<br />
(a) in the case of Australian <strong>Securities</strong>, the CommSec entrepot accounts<br />
(which are registered holding of <strong>Securities</strong> by CommSec); or<br />
(b) in the case of NZX listed <strong>Securities</strong>, the <strong>ASB</strong> <strong>Securities</strong> transfer<br />
account (which are registered holding of <strong>Securities</strong> by <strong>ASB</strong> <strong>Securities</strong>),<br />
until your instructions can be complied with. <strong>Securities</strong> in the<br />
CommSec entrepot accounts or the <strong>ASB</strong> <strong>Securities</strong> transfer account<br />
are held on trust for clients of <strong>ASB</strong> <strong>Securities</strong> with uncompleted <strong>and</strong><br />
unsettled contracts until the orders are able to be completed <strong>and</strong><br />
settled. Disclosure of Security h<strong>and</strong>ling procedures relating to the <strong>ASB</strong><br />
<strong>Securities</strong> nominee service are set out in Part B of the <strong>ASB</strong> <strong>Securities</strong><br />
<strong>Conditions</strong>. All non NZX listed instruments are transferred manually by<br />
<strong>ASB</strong> <strong>Securities</strong> from the buyer directly to the seller.<br />
Records<br />
Full accounting records are kept of all monies received on your behalf<br />
<strong>and</strong> on behalf of other clients. These records include the balance of<br />
your account with <strong>ASB</strong> <strong>Securities</strong> or Commsec, as the case may be, <strong>and</strong><br />
<strong>Securities</strong> held in the <strong>ASB</strong> <strong>Securities</strong>’ transfer account or the CommSec<br />
entrepot accounts, as the case may be, on your behalf. CommSec keeps all<br />
records as required by the ASX Rules <strong>and</strong> the Australian Corporations Act<br />
2001. A copy of our records relating to your account with <strong>ASB</strong> <strong>Securities</strong><br />
or CommSec, as applicable, may be requested by you at any time during<br />
business hours <strong>and</strong> will be provided to you at no charge.<br />
Audits <strong>and</strong> Inspections<br />
(a) The receipt, holding <strong>and</strong> disbursement of money <strong>and</strong> the receipt,<br />
holding <strong>and</strong> disbursement of property is not the subject of specific<br />
audit testing. However, <strong>ASB</strong> <strong>Securities</strong>, <strong>ASB</strong> Nominees <strong>and</strong> CommSec<br />
are all currently audited by PriceWaterhouseCoopers on an annual<br />
basis for the purposes of expressing an opinion on the financial<br />
statements of <strong>ASB</strong> <strong>Securities</strong>, <strong>ASB</strong> Nominees <strong>and</strong> CommSec as a<br />
whole.<br />
(b) Inspections of <strong>ASB</strong> <strong>Securities</strong> <strong>and</strong> <strong>ASB</strong> Nominees are performed by<br />
the CHO <strong>and</strong>/or NZX on a regular basis.<br />
(c) Inspections of CommSec are performed by the ASX on a regular basis.<br />
Use of monies<br />
Except as provided for by law, <strong>ASB</strong> <strong>Securities</strong> may use monies in <strong>ASB</strong><br />
<strong>Securities</strong>’ client funds accounts for the purpose of fulfilling your orders,<br />
other clients’ orders <strong>and</strong> for the purposes set out in the <strong>ASB</strong> <strong>Securities</strong><br />
<strong>Conditions</strong> <strong>and</strong> the CommSec <strong>Conditions</strong>, as applicable, (including the use<br />
of monies to pay amounts owed to CommSec).<br />
Integrity <strong>and</strong> Reputation – No Criminal Convictions.<br />
None of <strong>ASB</strong> <strong>Securities</strong>, <strong>ASB</strong> Nominees, CommSec or any of their principal<br />
officers has:<br />
(a) been convicted of an offence under the <strong>Securities</strong> Markets Act 1988<br />
or the <strong>Securities</strong> Act 1978 or of a crime involving dishonesty, as<br />
defined in section 2(1) of the Crimes Act 1961; or<br />
(b) been a principal officer of a body corporate that has committed an<br />
offence referred to above, when the body corporate committed the<br />
offence; or<br />
(c) been adjudicated bankrupt; or<br />
(d) been prohibited by an Act or by a court from taking part in the<br />
management of a company or a business; or<br />
(e) been the subject of an adverse finding by a court in any proceeding<br />
taken against them in their professional capacity; or<br />
(f) been expelled from, or prohibited from being a member of,<br />
a professional body.<br />
None of <strong>ASB</strong> <strong>Securities</strong>, <strong>ASB</strong> Nominees or CommSec has ever been placed<br />
in statutory management or receivership.<br />
These <strong>Conditions</strong> form a tri-party agreement between you, <strong>ASB</strong> <strong>Securities</strong><br />
<strong>and</strong> <strong>ASB</strong> in relation to the provision of the <strong>Services</strong>, custody services<br />
provided by <strong>ASB</strong> Nominees <strong>and</strong> related <strong>ASB</strong> banking services. It is<br />
important that you read <strong>and</strong> underst<strong>and</strong> these <strong>Conditions</strong> prior to entering<br />
into any transactions with <strong>ASB</strong> <strong>Securities</strong>.